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                                                                   EXHIBIT 10.39

                                  AMENDMENT TO
                          FEBRUARY 19, 1987 AGREEMENT
                          ---------------------------
       This Agreement between Champion International Corporation, a New York
corporation (the "Company"), and Mark A. Fuller, Jr. (the "Executive") is
effective as April 21, 1988.

     WHEREAS, the Company and the Executive entered into an Agreement effective
as of February 19, 1987 (the "Agreement") relating to the employment of the
Executive by the Company; and

     WHEREAS, the Agreement provides for the calculation of the actuarially
equivalent present value of certain retirement benefits in connection with the
possible payment of such retirement benefits in a lump sum under certain
circumstances; and

     WHEREAS, the Company and the Executive wish to replace the mortality table
used in such calculation with a more recent table which reflects more current
mortality experience; and

     WHEREAS, the Company and the Executive wish to change the discount rate
used in such calculation, from the interest rate in effect on the date of any
lump sum payment to the average of the monthly rates announced over a full year
period in advance of any such payment, in order to lessen the effect of interest
rate volatility and to permit the discount rate to be determined in advance of
any such payment;

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
       1. Clause (z) of the first sentence of subparagraph 3(g) of the Agreement
is hereby amended in its entirety to read as follows:

     "(z)  all amounts, if any, payable under the excess benefit and
     supplemental retirement plans set forth in Exhibit B in an actuarially
                                                ---------                  
     equivalent lump sum calculated by utilizing the 1983 GAM Table (or such
     other pensioner annuity mortality table as the Company with the Executive's
     written consent or, following his death, his spouse's consent, shall
     determine) and discounted to a present value amount by applying a discount
     rate, equal to the arithmetic average of (i.e., one-twelfth of the sum of)
     the single employer interest rates for immediate annuities promulgated by
     the Pension Benefit Guaranty Corporation each month during the calendar
     year immediately preceding the date of payment as set forth in Appendix B
     to Part 2619 of 29 Code of Federal Regulations or such successor to such
     Appendix B as may be in effect during such calendar year, to all such
     retirement payments which otherwise would become due thereafter."

       2. The first sentence of subparagraph 9(d)(iv) of the Agreement is hereby
amended in its entirety to read as follows:

       "(iv)  The value of the excess benefit and supplemental retirement plans
     payments shall be an actuarially equivalent amount calculated by utilizing
     the 1983 GAM Table (or such other pensioner annuity mortality table as the
     Company with the Executive's written consent or, following his death, his
     spouse's consent, shall determine) and discounted to a present value amount
     by applying a discount rate, equal to the arithmetic average of (i.e., one-
     twelfth of the sum of) the single employer interest rates for immediate
     annuities promulgated by the Pension Benefit Guaranty Corporation each
     month during the calendar year immediately preceding the date of payment as
     set forth in Appendix B to Part 2619 of 29 Code of Federal Regulations or
     such successor to
 
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     such Appendix B as may be in effect during such calendar year, to all such
     retirement benefits which otherwise would become due thereafter."

       3. The Company and the Executive understand and agree that the reference
to subparagraph 3(g) in subparagraph 1(a)(iv) of the Agreement shall be deemed
to be reference to subparagraph 3(g) as amended hereby.

       4. Except as amended hereby, all of the terms and conditions set forth in
the Agreement shall continue in full force and effect without change.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its seal to be affixed hereto, and the Executive has executed this
Agreement, all as of April 21, 1988.

                            CHAMPION INTERNATIONAL CORPORATION
                            By /s/ Andrew C. Sigler
                               --------------------------------
                               Chairman of the Board of Directors
Attest:
/s/ Lawrence A. Fox
----------------------------
Assistant Secretary
                               /s/ Mark A. Fuller, Jr.
                               --------------------------------
                               Mark A. Fuller, Jr.



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